


Old Friends and Lovers

by Verilidaine



Category: Transformers Generation One
Genre: Double Penetration, Other, Sticky Sex, Threesome
Language: English
Status: Completed
Published: 2014-06-12
Updated: 2014-06-12
Packaged: 2018-02-04 07:02:45
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings, No Archive Warnings Apply
Chapters: 1
Words: 3,857
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1769995
Author URL: https://archiveofourown.org/users/Verilidaine/pseuds/Verilidaine
Summary: <blockquote class="userstuff">
              <p>Rodimus sets about convincing Ultra Magnus that while being Prime does change a few things, some things will always be the same.</p>
            </blockquote>





	Old Friends and Lovers

**Author's Note:**

  * For [Ismer](https://archiveofourown.org/users/Ismer/gifts).



> Written for Ismer because she's an amazing generous person, this is something I'd intended to finish in December. Better late than never? 
> 
> I've never written any of these three characters before, and despite watching most of G1 S3 I still think the Prime Ultra Magnus had too much influence. *peers* They were fun guys to get to know a bit better, though. ^^ And thanks to a half dead laptop trapping the first part of this, most of it was actually handwritten, which is something I haven't done in a while. It was fun. :)

Rodimus stood in the middle of the hallway, staring at Ultra Magnus’s back as his former mentor walked away from him, his cold parting words ringing in his audials.

_Yes, Prime._

Not even Rodimus.  Just … _Prime._  It was a slap.  Not that he was expecting Hot Rod or Rod or Roddy—not that he’d ever been able to persuade Ultra Magnus to use the latter—but since becoming the Prime, he hadn’t felt any trace of their former friendship in their interactions.

But they’d been fighting, almost dying, and there had been more important things to worry about than figuring out what they still were, or weren’t.  Rodimus had put it off, out of his mind, as a strange anomaly brought about by stress and change.  

But now they’d had time to regroup and recover, and he’d asked his friend to join him for a drink later.  

_Yes, Prime._

It hurt.  Ultra Magnus was his commander, mentor, friend, lover.  Or, had been.  

“Hey, kiddo.”  A warm, familiar hand gripped his shoulder and Rodimus turned into Kup’s ready embrace.  “He bein’ a formal aft?”

A bitter laugh shook Rodimus.  “How could you tell?”

“He’s always been like that,” Kup said, shrugging.  “Optimus had the worst time getting’ him to be anything other than an emotionless, order-followin’ drone when he was around.  Worse’n Prowl.  I hoped he wouldn’t do it to you, too, but…”

“Yeah, well.”  Rodimus tried to sound casual as he let his arms fall and stood up straight.  “Guess me being Prime’s too much for him.”  He tried to sound strong.  

Kup snorted.  “Kiddo, if you think I’m gonna let him get away with that kind’a slag, you’ve got another thing comin’.  ‘Sides, callin’ you Prime just doesn’t suit.  You’re still a freshly-greased recruit far as I’m concerned.”

“Heh.”  Rodimus cocked his head at the older mech.  “Hopefully not in _everything._ ”

“Well.”  Kup’s grin could have been a leer.  “Not in _everything_ , though you could stand to learn a few things there, too.”

“Please, old mech.”  Rodimus turned to walk back with Kup.  “I can keep up with _anything_ you throw at me.”

Kup gave him a look that clearly read as a challenge.  “I’ve still got some tricks in my chassis, I’m not _that_ decrepit.”  

“Maybe I like decrepit,” Rodimus teased him.  

“If you like that, you’d better go find Alpha Trion,” Kup snickered, and turned towards his quarters.  “You comin’ or not?”

“Oh, I’m coming,” Rodimus said, grinning.  The problem with Ultra Magnus remained, but he could at least put it out of mind for a little while and enjoy some _real_ relaxation.

* * *

 

“Pit but you’re good at that,” Kup sighed, one hand resting on the top of Rodimus’s helm, the other one hanging over the side of the berth where he’d flopped down lazily after Rodimus had both ridden and spiked him to overload.  Rodimus had slipped back off onto his knees and pulled the old ‘Bot’s hips to the edge and was now cleaning off both spike and valve with his glossa.  “All I need now is a shot of jet fuel and a good cy-gar.”

Rodimus hummed as he carefully pulled his mouth off of Kup’s depressurizing spike.  “That stuff isn’t good for you, you know,” he said.  “Jet fuel’s hard on the engine.”

“Roddy, when you get to be my age _you_ can decide what to put in your engine.”

“I hope when I’m your age if I decide to put jet fuel in my engine that some young ‘Bot tells me how bad it is for me.”

“It’s just one shot,” Kup grumbled, then his engines rumbled contentedly as Rodimus lifted on of his legs up onto his shoulder to rest as he swirled his glossa around the older Autobot’s valve.  “Though if you promise to keep doing that I’ll promise to reconsider.”

“Heh.”  Rodmus stopped and leaned back.  “If all you’re doing is reconsidering, then all I’m doing is considering.  So what’ll it be, promise to cut back on the jet fuel, or just lay there and wait while I consider.”

Kup’s engine grumbled with annoyance.  “Matrix didn’t choose no fool,” he said, and sighed dramatically.  “Fine, fine.  I’ll cut back on the jet fuel now would you _please_ —oh.  Oh, oh yes.”  He sighed contentedly and relaxed, rubbing Rodimus’s helm as the younger mech kissed and lapped at his valve.  “Oh, Roddy.”

Rodmus smiled and hummed.  He enjoyed Kup like this, sated and relaxed and not focused on interfacing or an overload, but just the pleasurable contact.  It was so different from being with a young, overload-focused ‘Bot, slower and less frantic.   He reached up and curled his fingers around the top half of Kup’s spike and rubbed his thumb slowly up and down, coaxing it to stay out for a few more kliks while he continued to lick the remaining fluid up.  

Kup’s engines were humming along contentedly and he was slowly powering down into recharge by the time Rodimus finally lifted his head up after one final, soft kiss.  He crawled up onto the berth and got Kup fully settled and closed up before he curled up next to him.  

Kup mumbled something.

“Mm?”

“Said I’ll talk to Ultra Magnus t’morrow,” Kup sighed.  He rolled over enough to tuck his helm against Rodimus’s neck, mumbled something else, and then was fully in recharge.

Rodimus smiled and kissed the top of his friend’s helm before powering his optics down and joining him. 

* * *

 

Kup found Ultra Magnus easily, hunched over a tactical desk, and threw the wrench right at his helm.  “Hey, slag-for-gears!”

“Ow, what the—was that a _wrench?_ ”

“Yeah, it was,” Kup growled as he stalked up to him.  “An’ you’ll get another if you don’t get your processors unglitched and stop makin’ Roddy feel like slag.”

Ultra Magnus, predictably, tensed.  “Rodimus Prime is—”

 _“Roddy._  You can take all that slag about what bein’ Prime means and shove it up your exhaust, because the kid’s hurtin’ and he misses you.”

Ultra Magnus looked down and away.  “He is the Prime,” he said helplessly.  “I can’t just…”

“Just what?” Kup asked, and he softened.  “C’mon, he’s the same mech, just a bit fancier now.”

“He’s—he’s _Prime._ ”  Ultra Magnus floundered for a better explanation.  “It’s—it’s _indecent_ to—to think about—”

Kup snorted.  “To think about, what, fraggin’ him?  I did that last night, spiked him and filled him and—”

“Stop!” Ultra Magnus pleaded, looking honestly distressed.

“Prime’s got the same parts,” Kup said, shrugging.  “He overloads the same, frags the same.  Frags _better._  Times’ve changed, Maggy, an’ slag, I’m older than you are, why are you so stuck in the scrap?”

Ultra Magnus scowled at his hands and muttered something.

“What was that?” Kup asked with barely-concealed impatience.  

“I said I’m not worthy of a Prime!” Ultra Magnus snapped at him.  “All right?  It’s improper for a Prime to be with someone of my—my _class!_  He is Rodimus Prime to me.”

Kup sighed and dry-washed his face as he prayed for patience.  “Look.  You miss Hot Rod, right?”

“Very much,” Ultra Magnus said heavily.

“And _he_ misses _you_ —”

“He is not Hot Rod!  Hot Rod is _gone!_ ”

“ _No_ , he _isn’t_ ,” Kup said.  “All of Hot Rod is still in Rodimus Prime.  He’s just … more.”  Kup smiled and hummed with remembered pleasure.  “ _So_ much more.”

“I don’t—I’m not…” Ultra Magnus fumbled for a response.  

“Hey,” Kup said, and wrapped his arms around Ultra Magnus’s shoulders from behind, touching their helms together.  He smiled when the younger ‘Bot relaxed back against him.  “At least come by once and talk to him.  You both deserve that.  All right?  If nothing else, do it as a favor for me, huh?”

Ultra Magnus sighed.  “All right,” he said warily.  “We’ll talk.  And then he’ll find someone worthy of him.”

Kup snorted but decided to let Rodimus deal with that particular bit of slag.

* * *

 

Rodimus crossed his arms over his bumper and looked at Ultra Magnus, who was standing all the way across the room, shifting uncomfortably.  “Well we’re not gonna get anywhere like that,” he said.  

“He’s here, it’s a step,” Kup said from where he was watching, reclined with his pedes propped up, cy-gar in his mouth.

Rodimus sighed.  “’Mags,” he said.  “C’mon.  It’s _me_.  You taught me everything I know about tactics.”

“Tried to, at least,” Kup snickered.  

Rodimus rolled his optics.  “Think you’ll be able to relax long enough for a game?” he asked.

Ultra Magnus shifted uncomfortably.  “My Prime, I—”

“All right, I’m gonna stop you right there,” Rodimus said.  “It’s Roddy, okay?  Or Rodimus.”  He offered a lazy half-grin and spread his arms out.  “C’mon.  No one in here ‘cept us.”

“Rodimus,” Ultra Magnus forced out, and attempted to smile.  It came out more as a grimace.

“That’s my name, don’t wear it out,” Rodimus said with a wink, before he turned and gestured for Ultra Magnus to follow him.  He sat down on one side of the table after pulling the opposite chair out and cued up the holo-board for Sovereign.  “Offense or defense?” he asked.

“Defense,” Ultra Magnus rumbled predictably.  

Rodimus smirked and nodded and made the first move.  Ultra Magnus countered with a traditional set, and the game began to flow.  “So,” Rodimus said after a while.  “It’s nice to finally get some time to relax.”

Ultra Magnus grunted in agreement.  

Rodimus just shrugged and made a blatently tactically unsound move.

Ultra Magnus’s features tightened with annoyance but he didn’t say anything, just made his next move.

Kup had moved over at some point to watch the game unfold and snorted.  Ultra Magnus gave him a _look_ , but said nothing.

“Well all right then,” Rodimus said, shrugged, and made another similarly erroneous move, and another, and another, until Ultra Magnus slammed his hand on the table hard enough to make the holo image glitch and waver.

“I want to know what you’ve done with your processors, because I know I taught you better than that!” he roared.

Rodimus grinned. “Ah, now there is a sound I’ve missed,” he said.

Ultra Magnus glared at him, unable to cover his faint confusion.  “...What?”

“Missed your yelling,” Rodimus said.  “Don’t tell me you haven’t missed yelling at me … in _all_ kinds of ways,” he added with a wink.

“I--I--”  Ultra Magnus stammered to get something useful out.

“You should hear the engines he’s got in there,” Kup interrupted with a purr before the big mech could form a full sentence.  

Ultra Magnus blushed, then sighed heavily, resting his palms flat on the table.  “All right.  Look.  I … I know you both think I’m being old fashioned--”

“One way to put it,” Kup snorted.

“--all right, boneheaded,” Ultra Magnus said, then looked earnestly at Rodimus.  “But this is such a chance for you, you’ve been chosen for great things, you should _be_ with great mecha, and I--I’m just not that.”

“Mags,” Rodimus said, frowning.  “Don’t you think that I would only choose great mecha?  Got some good processors up here, you always said.”

“When you were with me, us, you weren’t _Prime_.  It’s a huge responsibility!”

“And don’t you think I should have mecha I trust to help me?” Rodimus asked.  “I _trust_ you.”

“Mecha will look down on you,” Ultra Magnus mumbled.

“Frag ‘em,” Rodimus said with a grin.

Ultra Magnus sighed.  “Couldn’t live with myself if anyone talked.”

“Mags, they’re already talking,” Rodimus said.  “Worse things than who I frag.”  He shifted his piece over into easy firing territory.  

“With strategy like _that_ I’m amazed we’re still alive,” Ultra Magnus growled and promptly took the piece out.  “I’d talk too.”

“Make you a deal,” Rodimus said.

Ultra Magnus grunted.

“If I can beat you, I get to decide what you call me and if you’re in my berth,” Rodimus said.

Kup cleared out his vocalizer in clear reprimand.

Rodimus glanced at him, then at the horrified look on Ultra Magnus’s face.  “All right, what you call me in private.  And only if you want to be in my berth.”  He reached out and squeezed Ultra Magnus’s hand.  “But Mags … _I_ want you in my berth, and I know you used to want to be there.  Don’t you even miss me, at all?”

Ultra Magnus sighed.  “Yes,” he mumbled, and turned his hand over to grip Rodimus’s.  “But you’re so young, it could be such a good start for you.”

“I’m also Prime, which I think gets to negate the young thing,” Rodimus said with a chuckle.  “And I’m fragging Kup, often and loudly, which _definitely_ negates the new start thing.”

“Often, and _loudly_ ,” Kup said with a smirk.  “Tellin’ ya, the _engines_ on this kid!”

“So, whaddya say?” Rodimus asked.

Ultra Magnus huffed.  “Well, first you have to actually beat me,” he said, gesturing with his free hand over the board.  “And looking at this mess you’ve made, you have your work cut out for you.”

Rodimus grinned. “Don’t worry, Mags, you taught me better than that.  I’ll get you laid.”  He made his move, and the two of them fell into silence as their concentration shifted.

Just over a joor later, the board flashed Rodimus’s victory.  

“ _Yes!_ ” he crowed, shoved the board out of the way, and lunged across the table to grab Ultra Magnus in a kiss.

“Mmh--hey!” Ultra Magnus protested, shoving back, but both Rodimus and Kup had already heard his engine rev.

“Hey what?” Rodimus demanded, scowling, but he backed off.   

“Hey--uh--y-you haven’t told me what I’m supposed to call you,” Ultra Magnus mumbled, looking into his lap and twisting his hands together.  

Rodimus’s expression gentled, then turned devious.  “Oh, how to torture you,” he said.  “Let’s see … there’s a delightful selection, Roddy is always nice, but Kup calls me that all the time already.  Rod-bod is fun, but not as charming as Primey-poo…”  He watche the ever-more-horrified look growing on Ultra Magnus’s face, and his smile softened.  “Mags, I wouldn’t do that to you.  C’mere.”  He leaned forward and waited for Ultra Magnus to meet him for the lingering kiss.  “Call me Rodimus, friend,” he murmured against the big mech’s mouth.  “In here, I’m Rodimus.  No Prime.”

“No Prime,” Ultra Magnus said.  “I can do that.”

“Good,” Rodimus said, and cleared the board away before standing and getting his hands on the table to better lean across it.  He pressed another kiss, lingering and sweet, before straightening.  “I’ll be in berth with Kup,” he said.  “You can join us if you want.  I’d really like you to, but if you go I won’t say another word.”

“I will,” Kup snorted as he got up to follow Rodimus.  He winked over his shoulder, then gave Rodimus’s aft a good, hard smack.

It made Rodimus snicker and rev his engines--oh, by Primus, that _sound_ \--before all but throwing Kup onto the berth and crawling on top of him.

He leaned down to kiss him, shoulders down, aft up, legs spread apart so that when he cocked his hips back, Ultra Magnus had a clear view of his valve.  

His spike twitched in its housing.

Dear sweet Primus below.

Rodimus wasn’t holding back, either.  He was rocking his frame in erotic waves that Ultra Magnus thought belonged on a pole dancer, _not_ on the Prime.

...But it was a nice visual.

“Get your big aft over here and spike the horny kid!” Kup finally called, when it became clear that Rodimus planned to tease until that happened.  Kup’s spike was standing tall and rigid, his legs were spread as far as they could go, and Rodimus was just kissing him and occasionally letting the tip bump against his belly.

Ultra Magnus stood in a daze and walked over.  He’d thought this would be … _harder_ , somehow.

But strangely enough, with his aft up in the air and the glistening mesh folds of his valve on blatant and absolutely unashamed display, Rodimus suddenly didn’t seem so Prime-like.  

Ultra Magnus crawled up onto the berth, resting on his knees behind him, hands hovering around his hips.  His fingers brushed, barely touching.

Rodimus moaned and stilled, seeming to sense that anything too fast or demanding would scare his reluctant lover away.

Very slowly, one of Ultra Magnus’s hands came to press firmly on Rodimus’s hip, one thumb moving back to stroke over his aft.  The other hand lowered to rest on Kup’s leg and he squeezed, part in apology, and part in greeting.  

Kup’s engines rumbled in answer.

Ultra Magnus allowed a small smile and he pushed his thumb a little further in, hitting the outside rim of Rodimus’s valve.  He pulled a little, spreading the folds to see deeper.  More mesh, finer, that loosened and contracted in waves.  He let out a slow, careful x-vent, gripped Rodimus’s hips, and pulled him back.

Rodimus’s aft came flush with his pelvis.  Ultra Magnus pushed a little, the red mech’s engine gave a rogue-ish rev, and then he started grinding against him.

“Oh,” Ultra Magnus said when he felt the heat right on his spike cover.  Rodimus had started doing that wave movement with his frame again, only now, Ultra Magnus was the focus.

Lubricant came off on his cover and its scent was strong in the air.  Another slow rub and his cover snapped back, exposing the needy tip of his spike to the wet, inviting heat.  It nudged forward and Rodimus tossed a grin over his shoulder.

“Got a blaster out or are you just happy to see me?” he asked.

Ultra Magnus rolled his optics and Kup smacked the younger ‘Bot around the helm.  

“Ow!” Rodimus laughed.  “Couldn’t help it,” he said, then moaned when Ultra Magnus pushed a little, piercing him.  He worked his hips in a massaging circle, coaxing the length out, leaving Ultra Magnus a gasping, trembling mess by the time he was done.

“You always were good at that,” he admitted shakily.

“Damn right,” Rodimus said with a grin, and then rocked, mesh shifting and gripping around Ultra Magnus’s spike.  He pulled almost halfway off and the big mech had a moment to admire the view of his glistening length stretching Rodimus open before the movement really began.

He groaned, barely seeing anything, as Rodimus began to expertly tend to his spike.  Ultra Magnus knew he was only getting a small taste of the power in those engines, but it was still _oh-frag-me_ amazing.  He still remembered how Rodimus liked to play, and he held still.  Beneath him, Kup did the same.

Rodimus grinned that his lovers remembered one of his favorite games and drew off Ultra Magnus’s spike and sank onto Kup’s.  The older ‘Bot groaned, holding Rodimus’s waist as he rocked up and down.  “Yeah, Roddy, yeah…” His helm tipped back and his mouth fell open in a gasp.  

And then Rodimus lifted off and pushed back onto Ultra Magnus.  

Kup x-vented.  “Such a tease, kid.”

“Gotta keep those old engines from getting too strained,” Rodimus chuckled, and Kup gave him another sharp smack on his aft.

“Once yer done with us I’ll show you just how much kick these _old_ engines have in them.”

Ultra Magnus couldn’t stop his smile as he leaned forward over Rodimus, kissing his back.  “I missed you,” he murmured, with only a little reluctance.

“All it takes is two kliks of fragging?” Rodimus demanded, going back to Kup’s spike.  He smirked.  “I’ll remember that.”

“It isn’t the fragging,” Ultra Magnus protested.

“What _ever_ it is, you two can snuggle it out later,” Kup growled.  “Fragging start _fragging_ \--unh--already!”

“You’ll be right there with us,” Rodimus teased, but he did start to move faster.  Ultra Magnus’s spike became the focus of his attention and his valve walls massaged around it, ripping, coaxing.   He continued to switch back and forth, staying at the same slow pace the entire time.  

Once he had them both sufficiently worked up, and his own frame burning, he sank down onto Kup and then leaned forward over him.  It opened the view of their joined frames up to Ultra Magnus.

“Hey Mags,” Rodimus purred.  “Wanna see what this frame can _really_ take?”

Ultra Magnus’s engine stuttered.  “You--Rodimus--”

“C’mooon,” Rodimus coaxed.

“I do not want to injure you,” Ultra Magnus said firmly, only the slightest tremor in his voice.

“For frag’s--” Kup grunted, pushing futilely. “Y’ _ain’t_ gonna hurt ‘im!”

“But--”

“He’s been practicin’,” Kup said.  “With me and toys.”

Rodimus smacked his helm.  “Trade secrets, shush.”

Ultra Magnus’s engines stalled out for a moment before roaring back to life.  He pressed the tip of his spike alongside Kup’s, and started to lean forward.   _Heat_ from his lovers’ equipment enveloped him and he groaned.  Rodimus’s valve stretched to accomodate, and when the tip of his spike popped past the rim, Ultra Magnus found the rest of the push into the tight space easy.  He pressed to the hilt, gasping.

Kup groaned.  “Been lookin’ forward to that,” the old ‘Bot rumbled before pulling Rodimus into a kiss.  He pulsed his hips a little.  “You feel good, Magnus.”

“So do you,” Ultra Magnus said, and gave an experimental rock that had all three of them moaning.

“C’mon, old friend,” Kup panted.  “Bet we can make the kid forget his own designation.”

“Hard to forget _Prime_ ,” Rodimus managed, gasping as he pushed and pulled himself on their spikes.  “Mags _please_ …”

It was too much.  Ultra Magnus hunched forward and held Rodimus’s waist in his hands and started driving forward.  Rodimus cursed joyfully and Kup groaned, and Ultra Magnus roared.

* * *

 

After the spectacular three-way overload, Ultra Magnus had to admit he was a little glad that Rodimus had so thoughtfully _convinced_ him back into their berth.  His fingers curled around Kup’s shoulder as he stared at the ceiling, replaying the entire evening.  

He was still a little worried about what ‘Bots would think about him being in the Prime’s berth.  He still thought Rodimus could do better if he tried.  But Rodimus and Kup both cared deeply for him, and he was glad to still have a place with them.  

“Hmm, hey,” Rodimus hummed, booting up and looking at Ultra Magnus from where he he was draped over him.  “So that was fun.”

“It was,” Ultra Magnus said solemnly.  Kup shifted against his side and Ultra Magnus glanced at him, then chuckled.  “I notice he stayed for the cuddling.”

“Just like old times,” Rodimus said, smiling fondly at both of his lovers.  “This Prime thing is kinda crazy, you know?  I like having something that _isn’t_ crazy about.”

Ultra Magnus snorted.  “You’re crazy enough just on your own.”

Rodimus smirked lazily.  “Yeah, well.  That’s why I need you two around.”

Ultra Magnus eyed the snoring Kup.  “If you say so.”

“I do say so,” Rodimus said.  “And I’m Prime, so that’s that.”  He sighed happily.  “Thanks for getting your stupid head out of your stupid aft.”

Ultra Magnus smacked Rodimus’s aft in response and chuckled at the indignant yelp.  Kup snorted and grumbled in his recharge, and Ultra Magnus happily drifted off between the two.  

 

 


End file.
